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Exhibit 2
November 5, 1997
APPLIED PRINTING TECHNOLOGIES, L.P.
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
BANK OF NEW YORK
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We refer to the letter agreement among Applied Printing Technologies, L.P.
("APT") and certain other parties, dated September 2, 1997, a copy of which is
attached hereto for your reference. Capitalized terms defined therein shall have
the same meanings in this letter agreement. We hereby consent to APT's pledge of
up to 1,500,000 shares of Common Stock of Applied Graphics Technologies, Inc., a
Delaware corporation (the "Company"), beneficially owned by APT, to BankBoston,
N.A. ("BankBoston") to secure loans being, and to be, extended by BankBoston to
APT. The shares of Common Stock to be subject to such security interest shall be
transferable to BankBoston, and by BankBoston pursuant to the terms of such
pledge and related loan documents, free of any restrictions which otherwise may
have been imposed by the attached letter.
By this letter we hereby confirm to the Company's transfer agent, Bank of
New York, that any legends or stop-transfer orders relating to the circumstances
of the attached letter
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November 5, 1997
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may be removed with respect to up to 1,500,000 shares of Common Stock registered
in the name of Applied Printing Technologies, L.P.
Very truly yours,
XXXXX & COMPANY
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
Title: Managing Director
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September 2, 1997
XXXXX & COMPANY
XXXXXXXXXX SECURITIES
BEAR, XXXXXXX & CO. INC.
XXXXXXX XXXXX XXXXXX XXXXXX &
XXXXX INCORPORATED
As Representatives of the
several Underwriters
x/x Xxxxx & Xxxxxxx
Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
In order to induce Applied Graphics Technologies, Inc., a Delaware
corporation (the "Company"), Applied Printing Technologies, L.P., a Delaware
limited partnership, SpotLink, Inc., a California corporation, Xxxxx & Company
("Cowen"), Xxxxxxxxxx Securities ("Xxxxxxxxxx"), Bear, Xxxxxxx & Co. Inc. ("Bear
Xxxxxxx") and Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx Incorporated (together with
Cowen, Xxxxxxxxxx and Bear Xxxxxxx, the "Representatives"), to enter into a
proposed underwriting agreement with respect to the public offering of shares of
the Company's Common Stock, $.01 par value ("Common Stock"), pursuant to the
registration statement on Form S-3 (File No. 333-32121) the undersigned hereby
agrees that, for a period of 90 days following the date of the Company's final
prospectus relating to such offering, the undersigned will not, without the
prior written consent of Cowen, directly or indirectly, offer, sell, assign,
transfer, encumber, contract to sell, grant an option to purchase or otherwise
dispose of, other than by operation of law, gifts or dispositions by estate
representatives (collectively, "Permitted Transfers"), any shares of Common
Stock (including, without limitation, Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission (such shares, the
"Beneficially Owned Shares")). Anything contained herein to the contrary
notwithstanding, any person that receives shares of Common Stock or Beneficially
Owned Shares as the result of a Permitted Transfer shall, as a condition to such
Permitted Transfer, execute an agreement with the Representatives in the form of
this Agreement.
In order to enable the aforesaid covenants to be enforced, the
undersigned hereby consents to the placing of
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applicable legends and/or stop-transfer orders with the transfer agent of the
Company's Common Stock with respect to any Beneficially Owned Shares.
Applied Printing Technologies, L.P.
By: Applied Printing Technologies, Inc.
/s/ Xxxx Xxxxxxx
-------------------------
(Signature)
Xxxx Xxxxxxx
-------------------------
(Name - Please Type)
00 Xxxxxxxxx Xxxxxx
-------------------------
Xxxxxxxxx, XX 00000
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(Address)
521560199
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(Social Security or Taxpayer
Identification Number)
